Everything Changes
by c1araoswa1d
Summary: Tumblr Whouffle Prompt: A story where Clara has a heart to heart with a student who is also a companion currently traveling with a future incarnation of the Doctor and dealing with their own Doctor's regeneration.


It was the part of teaching that couldn't _really_ be taught, Clara knew – seeing the little details in her students that no one else caught. The word choices they made when they explained a story, or the way they fidgeted at the mention of something, or the way their eyes reddened at the mention of another, or looked away altogether. A sudden shift in demeanor at a certain time of day, or a particular time of the month, or around a specific student or teacher in the hallway. Knowing something was wrong with a pupil when no one else could see – it was a skill she imagined she learned as a teenager, trying hard to hide her pain from others.

A skill she honed as an adult to mask all of the secrets she held inside.

One that told her something was very wrong with Emily Messer.

She was a quiet girl who sat closer to the back of her class and had a penchant for looking out of the window at her right, lost in some daydream. She was polite, always finished her assignments before they were due, and always managed to murmur out the right answer when called upon in class. In a small way, Clara though with a tiny lift of her lips, she reminded her of herself. Dark hair in a long braid down her back and strikingly large eyes that squinted with the need for glasses she refused to acknowledge, tucked away in her bag in a case.

But today, instead of staring out at the sky, her eyes were trained on her desk. They were wide and focused on a pencil she flicked at lightly, the little shutter of a noise as it rolled back and forth tapping silently in the back of Clara's mind as she taught the students about the difference between a simile and a metaphor. Today, instead of raising her hand sheepishly, the girl rubbed lightly at her nose and she refused to meet her gaze, staring at the board behind her when she had to, but mostly she stared at the desk.

The final bell rang and Clara sighed as the students rushed to push their books into their backpacks and she watched Emily as she lazily straightened in her seat and closed her notebook after making one final scribble. All the time it took for her to approach her and drop slowly into the seat in front of her; to raise her hand and touch the girl's to gain her attention.

To ask without words, "_What's wrong_?"

She got a familiar fake smile and Clara frowned at it, head tilting sympathetically before she looked to the door and the last of the students going through it. "Ms. Oswald?"

Clara looked to the girl staring sadly back at her and she realized she'd taken hold of her hand completely, holding her gently in place. With a nervous laugh, she pulled away slightly and settled her palm on the desk, telling her quietly, "Sorry, lost in thought a moment."

Scratching at the back of her neck before tugging her braid over her shoulder to fiddle with it anxiously, Emily asked timidly, "Was there something we needed to discuss?"

Releasing a sigh, Clara met her eyes again and she saw the way in which they were pained and she nodded slowly to respond, "I believe there is." She dropped her hand into her lap, looking down at it momentarily before lifting her head to ask, "Emily, are you alright?"

Emily's laugh came all too quickly and with a shrug that did little to cover the way her lips momentarily frowned as they shook. "Yeah, I'm fine," she told her on a mumble, gripping her notebook and bringing her bag into her lap.

But Clara sighed with a soft laugh that caught the girl's attention. "I remember '_fine_'," Clara explained, "When I was a little older than you my mum passed away – accident, y'know, _just an accident_. And I thought I had to pull myself together. I had to be strong 'cause everyone keeps asking if you're alright like they expect you to fall apart on them, so I said I was fine." She smiled up at the girl, "But truth was, the more I said I was fine, the more I wasn't. _I was fifteen_, why did I have to be fine? Why couldn't I be upset, or sad, or distraught even?" Clara held the chair as she sighed, "_Why couldn't _I fall apart?"

The girl beside her squeezed at her bag and Clara held her breath because she imagined their conversation could end there and hopefully the girl would walk away and think maybe it was ok to come back later. Or she'd simply walk away thinking Clara was insane. But instead, she very slowly and _very quietly_ replied, "Because then no one really knows what to do."

"And maybe that's alright," Clara told her, "Maybe we say we're fine because it's easier to avoid trying to alleviate someone else's inability to deal with the fact that we're not." Clara inched forward and uttered, "Took me a long time to figure this out, but Emily, it's ok to _not_ be _fine_."

Emily's fingers worked nervously on the bag and she looked up at Clara, eyes red-rimmed, and she asked her shyly, "But, what if your mum hadn't died; what if she'd just become a different person."

Straightening, Clara swallowed hard and she instantly saw a flash of a familiar face bursting into a strange one that stared into hers as the world around her shook. "People change," she allowed, "People change all of the time, but that…" she raised her head, seeing the frown in Emily's eyes and she understood – the girl hadn't opened up because she needed some generic anecdote, she'd opened up because Clara had. "I knew a man once, most beautiful man I'd ever met," she smiled as Emily managed a chuckle, "He was so vibrant, and wonderful, and he had a way with words, he did."

Clara shook her head as she laughed, head tilting back at the memory of him twirling around the Tardis console while telling her about the planet they were about to drop down on. There was always some story, some reason, and then they'd fall somewhere else and she'd spend days hanging on every word he said as they made their adventure. As they ran, or they screamed, or they bantered back and forth over an answer to a problem.

"He fell out of the sky one day – sort of happens that way sometimes – and he was…" Clara trailed and looked up to see Emily watching her as she continued, "He was," she smiled, "He was a warm blanket on a cold night; a bright light in a dark room; a smile in the saddest of times." Clara turned her eyes to the ground, "And then one day he changed." She huffed a breath to add, "He became an entirely different man."

Emily shifted in her chair, moving closer to ask, "What happened?"

Releasing a small laugh, Clara shrugged, "Well, underneath, he was still the same. He still knew me and he still cared for me and I still lo…" she glanced up to finished, "I still cared for him, and until he drifted away things were different, but we made the best of it."

"My dad had a stroke," Emily offered lowly. "He's forgotten a lot of himself." She shrugged and looked up at Clara, "Sometimes he's like he used to be. He'll remember… he'll remember my favorite blanket or know a song on the radio is one I love, but it's like he's turned into someone else and sometimes I don't think I know who he is anymore."

Clara's smile was sad and automatic as she looked away from the girl, down at her own fingers knotted in her lap, and she admitted, "I felt that way about this man too, for a while."

"Did he ever change back?" Emily asked weakly.

Shaking her head, Clara took a long breath and she raised a hand to reach for Emily's, furrowing her brow as she explained, "Doesn't work that way – they never really change _back_ because the change is a step _forward_. Or a step sideways," she smiled, "But it's a step and it's a step we all take, isn't it?" Nodding to her, she allowed, "You're not the same girl who walked into this school two years ago and could barely ask me where your class was and in two years you'll be braver and stronger and _hopefully_ smarter than you are now."

Emily laughed as her cheeks went pink.

Clara squeezed her hand, "A good man once told me we all change. We're in a constant state of change all our lives and that's good, so long as you remember who you used to be."

"That's…" Emily shook her head, "Confusing."

"_Don't forget who you used to be because it's made you who you are_," Clara whispered before adding, "And who you are is wonderful, Emily – and your dad needs you now, more than he ever has." Glancing up at the clock, Clara also caught sight of a woman in the door way and she peered at her curiously before telling Emily, "Off you pop now; you'll miss your bus." But she held her hand a moment, telling her quietly, "And if you need to talk, I'm always here."

The girl nodded, sheepish smile on her thin lips, and then she stood and moved swiftly from the room as Clara pushed out of the chair and held her hands together at her abdomen, looking to the new occupant in front of her with a small knowing grin. "Knew _you'd_ understand," the woman told her quietly.

"Shouldn't meddle with time, thought _he'd_ have taught you that by now," Clara replied.

The woman – Emily Messer's grown self – Clara knew, bowed her head to smile before she lifted it, shaking away the short bob of black hair away from her face to offer, "He's changed again. Happened just last week and I was thinking…" she nodded to the desk, "I was thinking about this day and what you'd said."

Clara gestured, "You asked him to bring you here."

"He's just outside," Emily told her quickly, dark eyes widening as her hand came up to push thin-rimmed glasses up on her nose, "Says he knows you've taken yourself out of the game at this point, so to speak, and he's respectful."

Clara managed to grin as she nodded and looked back to the seat, "How are you?" She looked up to her student, all grown up, but still wearing the same shy smile she'd always worn, "About the regeneration – how are you?"

"It's weird," Emily admitted, looking to her side as she nodded, "He's… _weird_."

"When's he not," Clara sighed, and she shared a laugh with her former student. "Seems that way in the beginning," Clara offered, "It's just change."

"Yeah," Emily breathed. "Big change though, blew something in the Tardis. He made a new desktop, those round things are up everywhere now. Sort of distracting, like being inside a Dalek."

Clara laughed, "Of all the people… how'd he find _you_?"

"Can't tell you that," Emily teased, head tilting forward as she grinned.

"Right," Clara sighed, "Spoilers on the future then."

Nodding, Emily pushed her hands into her back pockets and asked, "You were talking about him then, weren't you – the man who changed." She bowed her head, "He doesn't talk much about you, but… he gets the same look in his eyes when he does."

Leaning against the desk, Clara looked to the ground as she nodded.

"That's the look," Emily pointed out. She made her way slowly towards Clara and then fell into the seat of the desk Clara was propped up on. "His new face, it's kinder than the last. He's kinder."

Turning, Clara questioned, "Thought that'd be a good thing."

"Reminds me of you," Emily stated, meeting her gaze. She laughed at Clara's shocked expression, assuring quickly, "It's a good thing." Then she added, "It's just weird – I'd gotten used to who he was."

"Yeah," Clara smiled.

"Is that why you left him?" Emily prompted. "Because he changed?"

Inhaling deeply, she considered it, then looked back to the young woman waiting on her answer, and she smiled, nodding to her, "Have _you_ changed?"

Emily shrugged and then smirked, "Oh, I have. Braver, stronger, and _hopefully_ smarter."

"He does that, doesn't he."

Shaking her head, Emily corrected, "That was mostly your influence, I think." She laughed when Clara stared curiously and she sat up, looking to Clara's skirt as she admitted, "Can't tell you how many mornings I came in early, just so we could talk. Or how many afternoons I got to ride home on your motorcycle." Emily chuckled, "The Doctor likes to say I had a really good teacher sometimes, and I always know he's not talking about himself."

"How do you know?" Clara asked with a smirk.

"Cause he gets that look," Emily told her gently. Tapping her fingers once on the wooden desk, she looked out through the window in a way that made Clara feel oddly nostalgic, and then girl continued softly, "He picked me because I remind him of you." Emily turned slightly and smiled, "Maybe he does that, he looks for specific things in his companions so when he changes, he can remember who he used to be."

Shaking her head, Clara explained on a whisper, "He looks to us to teach him how to be better than he's become."

"Maybe," Emily considered, grinning up at her.

"You should go on back," Clara told her with a small nod to the door, "He's not good with being alone, or with waiting – probably finding some alien in the school lunch room by now."

The girl seated beside her released an easy laugh before bowing her head again as she went quiet. Then she glanced up at Clara, head tilted curiously as she stared. The girl bit her lip lightly and then asked, "Why _did_ you leave?"

Clara responded quietly, "It wasn't the regeneration," because she knew the girl was wondering.

"You said he'd drifted away."

"We drifted apart," Clara admitted, "Happens sometimes. Lives aren't intertwined quite the way you expected them to be, and one day I decided to leave."

Nodding slowly, Emily absorbed the information and she stood, taking a step towards the door before turning and asking, "You said you cared about him, still did after the regeneration – is that what drifted?"

With a small shake of her head, Clara quietly admitted, "Quite the opposite; I cared far too much and unlike caring for your father, caring too much for the Doctor can be dangerous."

A solemn understanding settled in the girl's dark eyes and she offered one quick nod before turning and moving to the door, stopping just at its edge to look back in on her old teacher, wiping a tear off her cheek before calling out, "Never stopped, did you."

Laughing, Clara told her gently, "I cared so much I _loved_, and as possible as we made every impossibility, that one was maybe asking too much of an alien Time Lord from Gallifrey."

Emily turned away from the look of sorrow that overtook Clara's face, and she swallowed the lump in her own throat, giving the doorframe one final grip before walking swiftly down the hall – a horrible habit she had when she was nervous. She pushed into the custodian's cupboard space and opened the Tardis door, finding the youthful man at the console stroking at his thin beard.

"Got the reassurance you came for?" The Doctor asked her gently.

She grabbed hold of the smooth wooden rails at either side of her and she stared at the man before her; the man with the thick dark hair and the sad dark eyes, eyes always lost in some thought she could never parse out of him. Emily watched him turn in one smooth movement, hands landing delicately on controls as he smirked up at her deviously and she knew – he was ready to depart.

He was _eager_ to depart.

"Did you ever love her the way she loved you?" Emily asked bluntly, releasing the rail to walk towards him as his head turned down to stare at the clockwork patterns in the rounded console, its metal tingled a rusted color. Emily waited, watching him swing a lever down roughly, unexpectedly.

Then he raised his eyes to her, asking her quietly, "Did you get the reassurance you came for?"

Nodding slowly, she reached out for one of the new handlebars just underneath the buttons and switches, and she repeated, "Did you ever love her the way she loved you?"

The Doctor hissed a quick laugh and his brow came together tightly. He pulled a computer screen around the center and gave it a tap, shifting away from Emily and she dropped her shoulders in defeat. Maybe it was too much to ask – she'd only been travelling with him a half year. Or maybe it was like Clara had said, it was too much to ask of _him_. Or maybe there wasn't an answer because it was all too complicated. Like his regeneration and how she felt about it – like Clara, still caring for the soul at the core of the ridiculous man. Emily gripped the handlebar just as the ship shook on its way into the vortex and she looked to the Doctor, across from her, staring back at her.

He moved around with ease, despite the tremors underfoot, and as he came to a stop at her left, he bent slightly towards her to utter, "Why do you think I left?"

Raising her eyes to meet his, she found them reddened, accompanied by a small smile and a flash of an apology on his face before he smoothed the emotions away, regaining control with a clearing of his throat. Emily smiled as the man went back to his flying and she thought of the woman who helped her through her father's adjustment period and through his eventual second stroke; the woman who stood at her side at his funeral and held her hand tightly until she was ready to let go.

The woman who reminded her that not all steps forward came without pain, but that everyone had to continue to step forward, and it wasn't until that moment that she realized just how much pain Clara had been in herself. Her former teacher – _her friend_ – had walked out of the Tardis and every step she took after was another step away, another step forward, taken with a small stab at the hole it left in her heart.

Emily held the console as the man across from her began rattling off a list of possible destinations, occasionally holding his hands together at his waist to consider a thought with narrowed eyes and pinched lips. He reminded her so much of Clara now, it was painful to watch, knowing the woman had continued walking on a path that took her to another continent – one where she taught English to youngsters and had wild adventures Emily received monthly letters about.

Everything changed, Emily knew.

She was definitely different from the girl who had rushed past her in the doorway of Clara's classroom, but she could see the edge of a worn slim photo album jutting out from the right pocket of the Doctor's new jacket. _One_, she thought, _more suited to join Clara in the jungle than travel through space_. The photo album was one he'd been carrying with him for as long as she'd known him; an album Emily imagined he'd carry for quite some time, hidden away in his never ending expanse of pockets

She caught him staring at Clara's photo on nights she found it difficult to sleep. He'd slam it shut and put it away and smile past the sadness in his eyes, pretending he was unaffected, but her effect stayed. It held on enough to give his new face a cheerful smile and perkier demeanor and a penchant for being bossy – bossier than before. Looking at him now, she imagined one day she'd continue walking on her own path just as Clara had before her and she would take with her what Clara had taught her and she would take with her what the Doctor had shown her and she would become a different person. A _better_ person. And one day Emily's photo would join the others in his book while he picked up a new companion, she knew with a bashful smile.

A reminder of who he'd been, and of who he had to be.


End file.
